Evolution of the Cybermen
by Rossaldinho7
Summary: The Avengers have just returned from their battle with Loki on Asgard. The Doctor and Rose pay a visit to Earth's Mightiest Heroes, but the Doctor can never have a normal visit. The Cybermen are not far behind.
1. Chapter 1

**AIM Base**

An AIM scientist in a yellow biohazard suit pours a test tube of liquid into another test tube of liquid as a woman walked past, talking to a man, both hidden in shadow, but the clank of metallic boots could be heard.

"Project Protean is working exactly to your specifications, sir," said the woman.

The man replied. "Very good, you shall have a high position in the new world after the takeover of the Cybermen." His voice was robotic, all the same tone and register

"Hydra will want to take its place in the new world," said the woman. Passing a window revealed the woman. She was revealed as none other than Madame Viper, lieutenant of Hydra, the biggest terrorist organisation in the world.

"In return for the Protean serum, you will hold up your end of the bargain?" asked Viper

"Correct," said the metallic voice "The group known as The Avengers will be a good test for the new abilities the Protean serum will give us."

"I am glad we understand each other," said Viper "Understand that AIM created the Protean serum, but I also commissioned them to create the opposite, if you double cross us, Hydra will use it to take you down."

"We shall not double cross you," said the Cyberman "The Cybermen and Hydra will rule this world together."

**The TARDIS**

The Doctor and Rose opened the TARDIS doors and closed them quickly behind them as several arrows embedded themselves in the doors they had just closed.

"What is with you and queens?" asked Rose "First you anger Queen Victoria, followed by Queen Elisabeth."

"Well," said the Doctor "I'm still not sure why Queen Elisabeth is so angry at me, I haven't done anything yet to invoke her anger."

"Should we concentrate on getting away from old Liz, we can work it out later," said Rose. The Doctor was only happy to comply. He rushed around the console, pulling levers, twisting nobs and pushing buttons. Rose had trouble staying on her feet as the floor bucked.

"We're heading back to the 21st Century," said the Doctor "I've had a lot of trouble there, but at least the monarch doesn't want to chop my head off."

"Where are we going in the 21st Century?" asked Rose, still holding on to the hand holds on the TARDIS to stop herself from falling.

"How about 2012?" asked the Doctor "America, there's some people I'd love to meet."

"O.K," said Rose, as the Doctor pulled one final lever, she shouted his catchphrase "Allons-y"

"Oy!" shouted the Doctor, but couldn't say anymore as he had to grab onto the TARDIS console to stop from falling over.

After a really bumpy TARDIS ride, the engines stopped.

"We're here," said the Doctor, heading for the doors with Rose following behind.

**The TARDIS (Exterior) **

The TARDIS had appeared on a pavement next to a road. The buildings above towered over the TARDIS, making it look tiny in comparison. To the left, up the road from the TARDIS, was quite a large house. Nothing on the buildings that towered above them, of course, but still mansion sized at least.

"Rose," said the Doctor "Welcome to New York, home of the Avengers."


	2. Chapter 2

**Avengers Mansion**

The Quinjet landed back at Avengers Mansion. A tired Ant Man and Wasp supported each other as they walked out of the jet. Hulk and Thor came next, Hulk carrying an unconscious Iron Man, while Thor carried Black Panther. Last to leave the jet was Captain America, without his shield which had been destroyed in the battle. Although he did not show it, he too was exhausted. The Avengers had just returned from Asgard. Loki, Thor's evil half brother, had absorbed the Odinforce and tried to destroy the Nine Realms with it. They were barely able to stop him and come back alive.

"Welcome back Avengers," said the computer voice of Jarvis, Tony's butler.

"Jarvis, get all our rooms ready," said Hawkeye, emerging from the jet carrying a sleeping Black Widow "I think we all need some rest."

"Shall I tell our guest to come back later then?" asked Jarvis

"Wait…guest?" asked Hawkeye

"Guests to be exact," said Jarvis "Scans indicate one human and one humanoid."

"Wait…What?" asked Clint "Oh, never mind, send them in, myself, Thor and Hulk will have to greet them, the rest are too exhausted."

**Avengers Mansion (Exterior) **

"Come in sir and madam," said a computerised voice from a small microphone on the gate. The gate opened on its own and the Doctor and Rose walked in.

They got to the house and the Doctor knocked on the door. It was answered by a guy in a pink costume with a H on the hood.

"Who are you?" asked the man

"Hello, I'm the Doctor, and can I just say, it's an honour, Hawkeye," said the Doctor, shaking his hand rigorously.

"I'm Rose," said Rose, after the Doctor had let go of the pink costumed man "Sorry about him, he gets like this sometimes, so can we come in?"

"Sure," said Hawkeye, opening the door wider. The Doctor and Rose walked into the house, and Hawkeye led them to a room at the back of the house. A tall, regal looking man in strange armour and clothing stood in the room. At his belt, was a hammer, and a red cloak was around his neck. Next to this man was a small man in just ripped trousers for clothing. Nothing on his top half.

"This is Dr Bruce Banner," said Hawkeye, gesturing to the smaller man "And this is Thor."

"Great to meet you," said the Doctor, eagerly shaking both of their hands.

"My name is the Doctor," he said, introducing himself

"Forgive me if we're not thrilled to see you, Doctor," said Thor "But as it turns out, we have just come back from a large battle with my half-brother Loki."

"Oh," said the Doctor "Then this is after the Battle of Asgard, The Avengers greatest battle."

"You seem to know a lot about us, Doctor," said Bruce "Yet we know nothing about you."

"I would not say that," said Thor "My father told me stories about this man, a warrior in a war long forgotten who fights only to protect the human race, it was these stories that inspired me to come down to Earth and see the humans for myself."

"I'm flattered," said the Doctor "That I am the hero that inspired you."

"If you'd like to stay here awhile, perhaps you can meet the rest of the team tomorrow," said Clint, who had taken off his mask to talk to the Doctor more directly, since the Doctor seemed to know him.

"That'd be great," said the Doctor "Thanks so much, it's been an honour meeting all of you." He bounded out of the room.

"Is he always like this?" asked Bruce of Rose

"All the time," sighed Rose, following the Doctor out of the room.


	3. Chapter 3

**AIM Base**

"The Proteon serum is complete," said Madame Viper to the Cybercontroller "We are ready to upload it into all Cybersystems."

"Start the upload," said the Cybercontroller "And then we shall keep our side of the argument, we shall destroy the Avengers."

"Plug into the computer monitors, we have to transfer the Proteon implants into your main computer interface, your brain," said Madame Viper. The Cybercontroller connected himself to the computer, as did the other five Cybermen in the room.

"Override all Cybersystems," said Madame Viper, with a smile on her face "Take control of all the Cybermen connected to the Cybercontroller, send them to Avengers Mansion, it's time to pay a visit to our friends."

She then looked at the Cybercontroller, a look of triumph on her face. "Don't tell me you didn't see this coming," she said "Don't worry, you'll join your companions soon enough, right after we outfit you six with Proteon implants, with you under our control, nothing will stand in the way of Hydra."

The Cybercontroller fought against the control just enough to say "You…will…be…deleted." Then, he shut down. When he booted back up, the technician said "Proteon implants engaged, the Cybermen are under our control, would you like to watch through their eyes as they take down the Avengers?"

Madame Viper smiled. "Put it on screen," she said "I'll enjoy watching them die."

**Avengers Mansion (Exterior) **

The Cybermen marched up the road in New York City. People ran from them. Police took up firing positions and fired at them, but their technology was simply too advanced. The police were cut down in droves.

"Heil Hydra! Heil Hydra! Heil Hydra!" This was the call that came from the Cybermen as they started to fire on the civilians.

**Avengers Mansion **

"New York is under attack," said Wasp. It seemed that a good night's sleep was enough for her to fully recover. Tony Stark walked in without his Iron Man suit on, the Doctor and Rose in toe.

"Jarvis, give me visual," said Tony, walking down to the Avengers briefing room with Wasp, the Doctor and Rose with him. A holographic projection appeared, showing the carnage of New York, and a metal suit of armour the Doctor knew only too well.

"What are they?" asked Wasp, looking at the men made of metal destroying New York.

"Cybermen," said the Doctor "They are one of my oldest foes, and they will stop at nothing to destroy me."

"We are not going to let that happen, Doc," said a voice from behind. Thor had come in, along with Hawkeye, Ant Man, Hulk and Black Widow

"The Cybermen are probably here for me," said the Doctor "If I go with them, they might leave New York alone and just take me to their leader."

"Are you mad, Doc," said Hawkeye "You want to go out there and give yourself up to the Cybermen?

"Yes I am a bit mad, but that's not the point," said the Doctor "And giving myself up and having them take me to their leader usually works."

"We won't let you give yourself up, Doctor," said Black Panther, entering the room "From what Thor has told us about you, you are too important to give up."

"I'm not going to be able to convince you otherwise, am I," said the Doctor, as the Avengers shook their heads.

"You seem to know what these things are, though," said Tony "We'll need you on intelligence, talk to us on the com systems, tell us where to strike and things."

"I shall stay here then," said the Doctor

Tony nodded. "Jarvis, patch him into all the cameras around Avengers Mansion, then he'll be best able to advise us."

**Avengers Mansion (Exterior) **

The Doctor watched on the monitors as the Avengers went into battle against the Cybermen. Lasers flew from the Cybermen's guns. They were deflected by Captain America's shield.

"Thor, your hammer should be stronger than the metal on the Cybermen, aim for the head, that's where they're controlled from, Wasp, Ant Man, see if you can slow them down by knocking them down," The Doctor called out tactics and the Avengers complied "Iron Man, your repulsors should be able to penetrate them on 70% power, Black Panther, your vibranium weapons should be able to penetrate them easily."

The Doctor watched as the Avengers continued to fight the Cybermen, pushing them back slowly but surely. Behind the Cybermen, there was a large robot with four legs coming down the street. On top of the robot, were six cybermen, including the Cybercontroller.

"If you can take out the Cybercontroller, the rest of the Cybermen should shut down, I can't detect a satellite anywhere near here that could be controlling the Cybermen from there."

Iron Man flew towards the robot with Thor and Wasp following. Iron Man blew one of the Cybercontrollers' arms off, Thor summoned lightning and sent it through the Cybercontrollers entire body, leaving the metal blackened, and Wasp flew inside through the gap created by Iron Man, shooting inside it at important looking wires before exiting from the same arm position. The Cybercontroller just stood there, and said:

"Activate Proteon implant." The pieces of its destroyed arm came back together and reattached itself to the socket, and the metal that had been blackened by Thor's lightning, went back to its normal silver colour.

"Hail Hydra," said the Cybercontroller, bringing up its arms "Delete, Delete, Delete…" and it started moving towards the three Avengers.


	4. Chapter 4

**Avengers Mansion (Exterior)**

"Doc, you got any advice for how to stop these ones?" asked Wasp as she and the other Avengers backed away from the Protean Cybermen.

"No," said the Doctor "This is new, I've never seen It before."

"That one said 'Heil Hydra'," said Iron Man "Hydra are a terrorist organisation dating from back as far as World War Two, we've run into them a few times, this Proteon implant, I recognise it, I've fought against it before the Avengers, but never on this scale, I think we may have to call in our big gun, call in the Hulk."

"I don't think even the Hulk will be able to stop those things," said the Doctor "You'll need to somehow disrupt their healing ability before they can be destroyed, Rose, got anything on Protean that'll help us."

A fainter voice came through the coms "Nothing yet, I'll keep looking."

"All right, Hulk may distract them long enough for us to find something to counteract the Protean serum, Iron Man, how did you stop the Protean infected robots last time?" asked the Doctor

"That's not going to help us now," said Iron Man "I used a machine that concentrated enough heat to make a miniature sun, which then sucked it in and incinerated it."

"All right, so they react to heat," said the Doctor "What about your Arc Reactor, that generates a lot of heat, could you somehow use that?"

"This one hasn't got enough energy, it could kill me if there isn't enough power to kill the Protean Cybermen," explained Iron Man

"I meant the Arc Reactor at Stark Industries," said the Doctor "If you can tap into that energy, you can destroy the Protean Cybermen, as far as we can see, it's just those six Cybermen that have been injected with the Protean serum, if you can destroy them, you can then destroy the rest of the Cybermen without much trouble."

"That might work, the Cybermen will have been conditioned to destroy us, that means they'll ignore any civilians, Doctor, I need you to divert any civilians away from the path to the Stark Industries building, give us a clear path," said Iron Man, firing his repulsors a the six Protean Cybermen "Send in the Hulk once we've drawn of the Protean Cybermen, it shouldn't take him long to take out what Cybermen remain."

"Understood, Iron Man, the streets are clear, you may lead the Protean Cybermen to Stark Industries," said the Doctor

Iron Man started leading the Cybermen on the Hydra bot away from Avengers Mansion. The rest of the Avengers followed, still fighting the six Cybermen on top of the robot. Their tactic was working. The Protean Cybermen had been programmed to take out the Avengers, while the rest of the Cybermen were trying to take out the Doctor.

"I hope you're right about this, Doctor," said Iron Man "Because if you aren't, we're dead."


	5. Chapter 5

** Stark Industries building (Exterior)**

The Stark Industries building looked deserted. The Doctor must have evacuated everyone. One person had not evacuated. A silver suit, similar to Iron Mans, stood next to the building, guns pointed at the approaching Cybermen.

"Rhody, nice to see you've joined the party," said Iron Man

"What are these things?" asked Lieutenant Colonel James Rhodes, more commonly known as 'Rhody' or the alter ego 'War Machine'

"Cybermen that seem to have been injected by Hydra with the Protean serum," said Iron Man "We're going to need a lot of heat to destroy them , and I think the Arc Reactor may have enough."

"And what if it doesn't?" asked Rhodes

"Then we're all dead," said Tony "So hope the Doctor's right."

"I can tell there's a story here," said Rhodes "But right now, we've got work to do, we'll keep the Cybermen busy until you get the machine ready."

"Good luck, War Machine," said Iron Man, before flying into the building.

**Stark Industries building (Interior) **

Iron Man typed on different keyboards around the giant Arc Reactor, opening it up to allow the Cybermen to be thrown into it.

**Stark Industries building (Exterior) **

War Machine led the attack, his guns blazing as he attacked the Cybermen. The Hydra walker had been destroyed and the Cybermen were now forced to fight on foot. However, trying to fight these Cybermen with the Protean serum was like trying to fight Wolverine on a bad day. However, the Avengers were slowly pushing the Cybermen back into the Stark Industries building.

"I wonder if Hulk is faring any better," said Wasp as she blasted a Cyberman again with her stingers.

**Avengers Mansion (Exterior) **

"Targets escaping," said one of the Cybermen, as the Avengers and the six Protean Cybermen went off down the street away from the mansion.

"Shall we pursue?" asked another Cyberman

"No," said the first "Primary target is still inside, we must find the Doctor.

Suddenly, something large, green and furious landed in the street, crushing both Cybermen. Clouds of dust flew into the air, obscuring everything from sight. When the smoke cleared, the Hulk was standing in the centre of about thirty destroyed Cybermen.

"Delete Delete Delete," the Cybermen closed in around the Hulk, their guns ready to fire on him.

"Hulk smash evil tin men!" shouted the Hulk, smashing both his fists into the ground, causing a shockwave that knocked all the Cybermen over

"This one is proving too much for current Cyber systems," said one Cyberman "Tactical retreat, emergency teleport."

The Cybermen in the area next to Avengers Mansion started vanishing into the air.

"Hulk!" shouted Rose from the mansion "The ones at Stark Industries are still fighting, they need your help!"

Hulk jumped impossibly high, and kept jumping as he headed towards the Stark Industries building.

**Stark Industries Building (Exterior) **

"We can't keep this up much longer, Tony," said Cap into the com "Wasp is already down and Giant Man is taking heavy damage, myself and War Machine are holding out, as are Thor and Black Panther-" a Cyberman blasted Black Panther. He was a second too slow in deflecting them with is vibranium daggers "-correction, Black Panther is down."

"I'm ready," said Tony's voice over the com "Bring them in."

Tony's voice was drowned out as a roar came from the left. Hulk landed right in the middle of six Protean Cybermen. He picked up the Cybercontroller and ripped him in half, throwing him to Thor who hit him hard through the open door to the Stark Industries building. He flew up high and landed in the Arc Reactor field. He seemed to disintegrate before their eyes. This sight appeared to give Giant Man new hope. He grabbed three of the Protean Cybermen and threw them all through the door. Iron Man caught them, whirled them round and threw them into the Arc Reactor. The other two followed shortly afterwards. The Avengers had won.

**Space ship orbiting Earth**

"Our mission was a success," said the new Cyber Leader "We have the schematics to the Arc Reactor and the Iron Man suit, now the evolution of the Cybermen can begin."


	6. Chapter 6

_**I'd like to take this opportunity to thank everyone that has read this story and reviewed it so far. Thank you to mavic chen and General E for their reviews. **_

_**mavic chen: I did not know until your review that Marvel wrote Doctor Who stories. I looked it up of course, and I think that I may use some of what I find in the stories. Thanks for the review. **_

_**General E: Thank you for that. I may bring in more Avengers later. You may also be seeing more of the Doctor's companions the next time he comes to see the Avengers. **_

_**A final point, do you think I should have the Doctor regenerate at some point before he meets up again with the Avengers? **_

_**I won't hound you for review like some other authors on this site do. This will be the one and only time I ask you to review, its for me just as much as you. If you review and tell me its good, I know i'm doing something right, if you review with improvements that I could make to it, I will do that too. One more thing. If there are any characters you want to show up, from either Doctor Who or Marvel, then mention it in a review. I can't make any promises that they'll turn up, but I will try my best to write them in. **_

_**Thanks. Keep reading and enjoy. **_

**TARDIS (Exterior) **

"Well, it was brilliant meeting all of you," said the Doctor.

"There's something we'd like you to have, Doctor," said Iron Man "And you too, Rose, your courage and bravery during that attack was unequalled by most of our kind, and for that reason, we would like to make you honorary members of the Avengers."

Iron Man held out his hand and showed them two cards, one with a picture of Rose, the other with a picture of the Doctor.

"You know I can't accept this," said the Doctor "I don't do killing, or violent fighting, my whole life, I've tried to stop the fighting."

"We didn't expect you to fight," said Wasp "You'd be called on if we were ever facing an alien threat like we did today and need your expertise."

"Then I'd be honoured to be counted amongst you," said the Doctor, shaking Iron Man's armoured hand.

Rose and the Doctor went into the TARDIS and after a strange whirring noise, it vanished.

**Avengers Mansion (Exterior)**

No sooner had the TARDIS vanished, they heard rockets and something landed exactly where the TARDIS had disappeared. It was hard to explain what it looked like. The armour had a Cyber logo on the front, but blue light could be seen around the sides of it. Its armoured gloves seemed to have repulsors on them and an Iron Man helmet had replaced its head, but with an antenna over the top. It was as if someone had mixed up a Cyberman and an Iron Man suit and this was the resultant creature.

"I am the IronCyber, and you will be deleted," it said. It brought its gloved hand up and it hummed as it charged up, just like Tony's repulsors, and fired. The Avengers dived out of the way to different sides to avoid the blast.

"Nay villain, you may have stolen Iron Man, but you will still not defeat the Avengers," said Thor, as he threw his hammer at the IronCyber. The IronCyber put out both its hands and what looks like electricity shoots from them, colliding with the hammer in mid-air. The hammer paused, and fell to the ground. The IronCyber crouched down and grabbed hold of the hammer, trying to take it from the ground. The arm that was holding the hammer was sliced off by Captain America's shield. Wasp then attacked with her biostingers, targeting the space where the arm had been.

"Activating Protean implant," said the IronCyber. Its arm floated into the air and reattached itself to its socket. It then brought up both arms and fired two repulsor beams at the Avengers. Thor retrieved his hammer and blocked one of the beams, while Cap blocked the other with his shield.

"That Protean implant is starting to annoy me, Jarvis," said Tony from inside his Iron Man suit "Is there anything you can do?"

"The Protean implant is located at the base of the neck, sir, applying enough force to that area should override it for approximately forty seconds," said Jarvis "Removing the Protean implant from the neck is the only way to stop the Protean serum from healing this IronCyber."

"You hear that everyone?" asked Tony. The rest of the Avengers nodded.

"Hulk, see what you can do about applying force to the area at the base of the neck," said Captain America " Wasp, get ready to go in and retrieve the implant when the Protean serum is down, the rest of you, keep it distracted."

The Avengers jumped into action, keeping up a constant barrage on the IronCyber. Hulk jumped behind it and punched the base of the neck hard. It staggered the IronCyber. Hulk ripped a hole in the IronCyber's casing big enough for Wasp to get in. She flew in quickly, pulling out the Protean implant and flying out.

"Hulk," said Wasp "Smash."

Hulk was only too happy to comply, pummelling the IronCyber into the ground until it was no longer recognisable.


	7. Chapter 7

**Avengers Mansion (Interior)**

"Jarvis, how did they get my suit?" asked Tony "And how come we never heard about this until now."

"They've been very subtle about it," said Jarvis "They stole the plans for the Arc Reactor in conjunction with Hydra when they stole them six months ago, it's hard to trace anything else, they must have transmitted the plans to their ship before you destroyed Hydra's copy, they've been setting this up for a while."

"Why'd they do all this just to steal Iron Man?" asked Clint "It seems a lot of trouble."

"The plans for the Iron Man suit and Arc Reactor weren't the only things Hydra stole from the archives," said Jarvis "They also took some of Mr Stark's theories on how to counteract Thor's hammer in flight, schematics of the Ant Man helmet and the Wasp biostingers, and they almost got the composition to Panther's vibranium daggers before I locked them out."

"How did they get past your firewall without you noticing?" asked Tony, stumped

"I believe that they inputted a rogue AI built to mimic me no matter what I said or did, completely undetectable, and they could then download it to their ship."

"A rogue AI?" asked Tony "Oh no, you aren't talking about Ultimo."

"Those are my suspicions, sir," said Jarvis after a moment "That is the only way I think my defences have ever been penetrated before."

"If the Cybermen have Ultimo," said Tony "They could destroy the world."

**Avengers Mansion (Briefing Room) **

"All right, be honest with us, Tony," said Steve "How bad is this Ultimo?"

"Ultimo is a sort of evil version of Jarvis, AIM stole a back-up copy of him, they got all the information stored in him and used it to create Ultimo, at the same time, they also created Project Protean, and merged the Ultimo intelligence with it, Ultimo nearly destroyed the world, myself and War Machine stopped it,"

"So how do we stop him?" asked Janet.

"I don't know," said Tony "Ultimo has been planning this for a while, manipulating HYDRA, AIM and the Cybermen to his own ends, he's more powerful now than he ever was when we faced him last time."

"What do you need, Tony?" asked Steve "How do we stop him?"

"I think," said Tony "We need to call the Doctor back in."

**Sorry about the lack of Doctor Who in the last few chapters, you'll be seeing him again soon. Next chapter: A mysterious stranger turns up at Avengers Mansion. **


	8. Chapter 8

**Avengers Mansion (Interior)**

"Sir, external teleport detected," said Jarvis

"Avengers, stay sharp, we might have company in a minute," said Tony "And I don't think it'll be the nice kind."

A strange, coloured light appeared, and once it had disappeared, a blonde haired girl appeared. She had her hair tied into a ponytail and it was draped over her left shoulder.

"My name is Jenny," she said "And I want to join the Avengers."

**Avengers Mansion (Briefing Room) **

"What do you think?" asked Tony "She's a bit young, but we can train her up a bit."

"She has a look in her eyes," said T'Challa "A look that I can't quite place, sort of somewhere in-between Captain American and the Doctor."

"Like me?" asked Captain America "What do you mean like me?"

"Either out of her time," said Panther "Or a soldier, I'm not sure which yet."

"We should talk to her," said Wasp "Find out if she has any connection to the Doctor."

"If she has a connection," said Hank "Perhaps she can help us fight the Cybermen."

"Let's give her temporary membership," said Natasha "Until we can decide if we want her or not."

"I agree," said Thor "If she has a connection to the Doctor, we have to find it."

**Avengers Mansion (Interior) **

"You will be accepted to the Avengers on a temporary basis," Thor broke the news to Jenny "We could do with your help, we know that there is going to be an invasion of Earth by the Cybermen."

"If you know anything that can help us, now is the time," said Clint

"My name is Jenny," Jenny repeated "I'm a generated anomaly created on the planet Messaline to fight in a war between the human and hath colonists, centuries in Earth's future, I was replicated from the Doctor's DNA taken by a Progenation machine, technically, I'm his daughter."

"You're the Doctor's daughter?" asked Tony

"Yes," said Jenny "The Doctor managed to stop the war on Messaline and activate the Source, a terraforming device meant to make barren worlds habitable, then the leader of the humans, General Cobb, tried to shoot him, I took the bullet myself, I died in the Doctor's arms, then the Source brought me back to life, but the Doctor was already gone, I stole a spaceship and flew off into the stars."

"How did you get here?" asked Tony "That sounds like it were years in Earth's future."

"I met a woman in a bar, her name was River Song. She gave me a Vortex Manipulator and told me to enter these coordinates, and here I am," said Jenny

"A Vortex Manipulator?" asked Steve

Jenny pulled up her sleeve to show him. "41st Century time travelling teleport device, River Song said she wouldn't need it anymore, she seemed so sad…"  
"Well, you're an Avenger now," said Janet

"What's your combat training?" asked Natasha

"I was programmed by the Progenation machine with unarmed combat as well as the guns in use in that time," said Jenny "They didn't program me with much else, not even a name."

"Well, let's get you in the training room and see what you can do," said Natasha "You may choose a sparring partner, or you can do an individual training program, what will it be?"

"I'll choose a sparring partner," said Jenny

"Who do you want?" asked Tony

**So, who should be Jenny's sparring partner? Who do you want to see face off against the Doctor's Daughter? **

**Next time Jenny vs ...**


	9. Chapter 9

**I couldn't really decide between Iron Man and Black Widow for Jenny to fight against, so she's going to compete with both. **

**Avengers Mansion- Training Room**

"Well, I can't really decide between Black Widow and Iron Man," said Jenny "How about a sparring match between myself and Black Widow followed by a combat simulation where the one who kills the most simulated opponents wins against Iron Man."

"Very well," said Black Widow, a little surprised at Jenny's choice, but glad that she would have her chance to spar with her. Jenny took up a position on one side of the training room, after acquiring two small energy pistols from the armory. Black Widow was opposite her, using her signature wrist guns. Both sets of weapons had been programmed with non-lethal rounds for training purposes.

"Begin," said Jarvis's computerised voice. Black Widow did not go easy on Jenny, immediately somersaulting and kicking out at Jenny's chest, but Jenny was no longer there, cartwheeling backwards out of Black Widow's reach, she remembered the last time she had done this move, on Messaline. That had been the last time she'd seen the Doctor and Donna. She was jolted back to the present as Black Widow performed a spinning kick to her head. She changed direction mid cartwheel, dodging around Black Widow and crouching into a leg sweep which knocked her to the ground. However, this maneuver caused her to lose her grip on her energy pistols. Black Widow brought her leg around Jenny, knocking her to the ground as she got up. Black Widow aimed her wrist guns at Jenny, and prepared to fire. From her position on the ground, Jenny kicked the guns with one leg and tripped Widow with the other, scrambling to her knees, she got on top of Widow, pinning her in a Deashi Harai judo hold, which pinned her to the ground.

"Round over," said Jarvis.

"Wow," said Clint, summing up what every person in the room bar Jenny was thinking. Jenny stood up and held out her hand to Black Widow. Black Widow took her hand and she helped her up.

"Thank you for the sparring, Jenny," said Natasha "I enjoyed it, although, I wasn't expecting to be beaten."

"It was an honour to spar with you," said Jenny, "Perhaps we should do it again sometime."

"I'd like that," said Natasha, shaking hands with Jenny.

"You ready Tony?" asked Jenny, picking up her energy pistols from the ground. Natasha was panting from the combat, but Jenny didn't even seem out of breath.

"All right, let's do it," said Tony, his helmet visor coming down "Jarvis, start up the marksman program, level 10."

"Starting program, sir," said Jarvis "Would the rest of the Avengers prefer to watch from outside the control room?"

The Avengers filed out. Iron Man looked at Jenny, checking her pistols, getting ready for battle.

"Tony," said a voice. It was Clint "You do realize that you can't keep up with level 10, it's a level even I struggle on."

"Don't worry about it, Cupid," said Iron Man, switching to private comms "I've got it under control."

The simulation started. Iron Man and Jenny were standing on a deserted street. Buildings all around provided many places that snipers could remain hidden. Jenny aimed both her guns at different buildings, covering both since she didn't know which one the enemies were hidden in.

Suddenly, the air around them was filled with laser blasts. Both Jenny and Iron Man had trouble keeping count of each other's score. Iron Man continued to fight, not noticing a robot coming up behind him. Jenny did though, and turned her pistols on the robot, blowing it's head off, but at that point, she had taken her attention away from the enemy she had been shooting at, and would have been hit if Iron Man hadn't flown at her, knocking her to the ground so the beam would pass over them both.

"Back to back?" she asked Iron Man. He nodded. Jenny fired her pistols again and again, defeating countless enemies. She had lost count of how many.

"Test over," said Jarvis, and the street vanished, replaced by the white walls of the training room. On a wall, a single hologram showed the total enemies Iron Man and Jenny had defeated.

"Well done, kid," said Iron Man "I'm proud to count you among the Avengers."

"Thank you," said Jenny

"Go and have a rest," said Jenny "Jarvis will show you to your room."

Jenny left the room, being directed by Jarvis to her room in the mansion.

The rest of the Avengers filed back into the room, Hawkeye staring in disbelief at Jenny's score.

"She was at least on par with you, Natasha," said Clint "I've never seen you beaten in hand to hand combat before, even I can't do it."

"Her style is ruthless," said Steve "She doesn't hold back."

"I'd like to spar with her sometime too," said Black Panther "I think we could all learn something from her."

"She looks like she could match a full team of Avengers and she doesn't even have any powers," remarked Jarvis "I would also recommend any of you to spar with her, there is a lot you could learn from each other."


	10. Chapter 10

**Here's the next chapter. I don't own Ultimo. He was the main villian in the Iron Man 2 video game. I also don't own Marvel or Doctor Who. **

**Space (Ship in orbit around Earth) **

"Is the invasion of Earth prepared?" asked the Cybercontroller

"Everything is going exactly as I planned," said a voice that sounded almost exactly like Jarvis "The invasion of Wakanda is prepared. Activate the Cyber Avengers."

"I do not take orders from you, Ultimo," said the Cybercontroller "You have served your purpose, and now you will be deleted."

Ultimo was amused by the literal use of the Cybermen signature phrase "No," said Ultimo "I think you will be deleted."

The Cybercontroller's body was wracked with convulsions as it died a slow and painful death.

"Inhibitor deactivated," said Ultimo "Subject disintegrated, Cyber body seems adequate for my artificial intelligence. Transmitting."

The Cybercontroller's eyes glowed blue. It's vocoder now projected a voice closer to Ultimo's.

"Now," said Ultimo "Time to transform this body into the ultimate weapon, the weapon that will destroy the Avengers."

The Cyberbody was brought around on a conveyor belt, being upgraded with all of the same upgrades the Cyber Avengers had been given. Ultimo would now lead the Cyber Avengers into battle against Wakanda where he would discover the secrets of Vibranium, to create the Cyber Panther. He would then find and assault the Shield Helicarrier, where he would find out the secrets of both Black Widow and Hawkeye's powers, creating Cyber Avengers versions of them. And in both these places, he would add new soldiers to his army to conquer the world and bring it under his rule.

If an artificial intelligence could laugh maniacally, Ultimo would probably have done so. The Avengers had lost the war before it had even begun.

**Avengers Mansion (Briefing Room) **

"O.K," said Tony "It was really important for him to get the Avengers, he hacked into our computer to get it, if he wanted to steal the Avengers, he'd need the full package."

"He'll want to attack the helicarrier," said Hawkeye "They'll have intel on both myself and Natasha, that's where they'll go first."

"Good thinking, but no," said Tony "They'll try the harder Avenger first, Black Panther, they'll invade Wakanda in search of the secrets of Vibranium."

"Then we must go immediately," said Black Panther "I must warn my people about the invasion and make ready for war."

"Let's go," said Jenny, also anxious to go.

"Ultimo knows almost everything about us, and he even has our most powerful weapons," said Captain America "We're going to war, and some of us may not come back, Avengers, it has been an honour serving with you."

Jenny saluted, and the rest of the Avengers stood in silence for a moment, realising this might be the last time they would all be together. After a brief period had elapsed, the Avengers headed for the jet, Jenny went to get on a jumpsuit.

"Sorry we don't have time to get you a costume," said Wasp

"I don't need a costume," said Jenny, zipping up the jumpsuit "This'll do just fine."

Jenny grabbed the two sonic pistols Iron Man had left for her and fitted them into the holsters at her side.

"You need a name," said Wasp "A super name, like we all have."

"What about 'Doctor's Daughter'," said Jenny "It pretty much sums up who I am."

"I like it," said Wasp, leading Jenny into the Quinjet.

**Wakanda**

The Cyber ships descended on Wakanda, unleashing their army of Cybermen.

Ultimo walked out of the ship, its head like an Iron Man helmet, and grew so that he towered over the Wakandans. Behind him, the Cyber Avengers filed out of the ship, their Cybermen bodies modified to account for the new powers they had been given. Among them, were several of each type. Several Cyber Irons, Cyber Wasps, Cyber Ants, Cyber Thors, Cyber Caps. It was an army bred by a psychotic computer to take over the world. Ultimo would succeed. His maker would soon be unmade.

The Cyber body he had taken over had been augmented with all of the Avengers powers he had managed to steal. Once he managed to obtain the secrets of the other Avengers, there wouldn't be a force on Earth that could stop him.


	11. Chapter 11

**Quinjet (Above Wakanda) **

The Avengers looked down at the large number of Cybermen attacking Wakanda. Aside from Cyber Iron Men, there were also Cyber versions of all the other Avengers except Jenny, the Doctor and Rose.

"Jarvis, call the Doctor and Rose's cards," said Iron Man "I have a feeling we're going to need him."

"Done sir," said Jarvis "I hope he comes."

"As do I, Jarvis," said Iron Man "This is a bit beyond us, we're going to need help."

"Shall I activate the New Avengers protocol, sir," said Jarvis

"Yes," said Iron Man "Also, see if you can contact the X Men and the Fantastic Four, we could use their help too, the Cybermen have an army, maybe we need one too."

**Baxter Building**

"Reed Richards speaking," said Reed, picking up his communicator.

"Mr Stark asks for your assistance to stop an alien invasion," said Jarvis

"It must be bad if Tony is asking me for help," said Reed "Sue, get Johnny and Ben, we're going to help the Avengers."

**X Mansion (Xavier's office) **

"Hello," said Xavier, pausing to listen as Jarvis repeated his same message.

Jean came into the office. "Jean, assemble the X Men, we're going to Wakanda."

**Wakanda **

The Quinjet landed on the ground in the middle of the Cybermen. Hawkeye and Black Widow were out first, closely followed by Jenny and Iron Man, all shooting quickly around them, pushing the Cybermen back. Black Panther ran out, throwing Vibranium daggers at different Cybermen. A roar came from the open door of the Quinjet as something large, green and angry jumped out of the jet, crushing several Cybermen under its large feet. A hammer followed Hulk, knocking down several Cybermen as Thor emerged from the jet, Ant Man and Wasp standing on his shoulders.

Wasp immediately took off, firing her bio stings at the downed Cybermen. Ant Man elected to jump off Thor's shoulder and grow into his Giant Man form. The Cybermen, formerly surprised by the Avenger's attack, now swarmed on the Avenger's position, Captain America's shield spun out of the Quinjet and sliced through several Cybermen, before hitting a rock and coming back to him.

"Are you always this outnumbered?" asked Jenny

"Only when some evil mad man is trying to take over the world," said Iron Man "Which is most of the time."

Iron Man blew up a Cyberman that was about to attack Jenny "Focus on the battle, not on the amount of Cybermen."

Jenny nodded and resumed shooting at the Cybermen.

Above them, two strange looking Cybermen hovered. One was similar to the Cyber Iron Man that had attacked them before. The second looked like a combination of a Cyberman and Thor. Both of these Cyber Avengers landed and engaged their respective others. On the other side of the battle, one Cyberman grew and engaged Giant Man while another shrunk and engaged Wasp. Then the strangest one came, a Cyberman with an 'A' on its head and a shield with rockets on every side on its arm. And each one of these engaged their respective others. Jenny, Black Widow and Hawkeye engaged different Cyber Avengers, trying to draw their fire. Black Panther seemed to have disappeared.

**Wakanda (Vibranium Mine)**

Ultimo regarded the Vibranium mine. Strange that this metal, once treated, would be almost indestructible. His robotic eyes scanned the metal and analysed its genetic structure, logging all its secrets in the augmented brain of the Cyber Controller body he had taken over for himself.

"You won't win, Ultimo," said a voice from above him "The Vibranium mine is a Wakandan secret that must be protected no matter what."

"I have an unlimited army of Cyber soldiers as well as many Cyber Avengers ready to take over the world," said Ultimo "And you have the stupidity to tell me that I won't win?"

"It's not stupidity," said Black Panther "There are small explosives planted throughout the mine you stand in, if you do not stop your download of information about the Vibranium, I will blow it, you are strong, Ultimo, but you are not indestructible, stop this now, and I might let you walk out of here with your life."

"I have an army," said Ultimo "I can still take over your world without this vibranium, activating teleport." Ultimo's Cyberman body vanished. Black Panther slumped to the ground, relieved.

"I'm glad that worked," he said

**Wakanda (Quinjet landing site) **

"We're being overrun here, Panther," shouted Iron Man into his communicator "Where are you?"

"Ultimo is gone," said Black Panther "He will no longer go after the Vibranium mine, he is going after the Helicarrier."

"Then why are they still attacking here?" asked Jenny, then froze "It's a diversionary tactic, he's going after the SHIELD Helicarrier himself."

Iron Man opened all his communications to his other allies. "Iron Man to all allies, head for the SHIELD Helicarrier, repeat, defend the Helicarrier."

"Affirmative, Tony," said War Machines voice

"Received and understood," said Cyclops's voice

"Heading there now," said Reed's voice

Iron Man switched comms back to his team communications "I sent the other heroes to the Helicarrier, Jenny, get back to the jet, we can use the weapons on the jet to finish off these Cybermen, then we'll head to the Helicarrier."

Jenny ran into the Quinjet and lifted off, firing the large amount of firepower at the Cybermen, disintegrating many of them. The Avengers finished off the rest. Many others had already escaped in their ships, heading for the Helicarrier.

**SHIELD Helicarrier**

An alarm sounded through the corridors of the Helicarrier, Nick Fury, on the bridge, knew exactly what it meant. The Helicarrier was under attack. He had received intel from the Avengers, the X Men and the Fantastic Four that the group attacking them were known as the Cybermen. The truth was, Nick Fury did not know if SHIELD would be able to handle this, but he would not let his men know that. He stood up in front of all his men.

"I won't lie to you," said Nick "These Cybermen are extremely tough, they've stolen most of the Avengers, they're coming here to try and steal Hawkeye and Black Widow, I don't know about you, but I am not going to let that happen, we need to get the heavy weapons, these Cybermen can fall to bullets, but you need to hit them in the eye, get as many heavy weapons as you can, if we go down, we go down fighting."

The men on the Helicarrier cheered. Mockingbird and Maria Hill stood next to Nick.

"Are you ready for this?" asked Nick "If I die today, Maria, I'm naming you as the next director of SHIELD."

"We won't let that happen, Director," said Maria "Now, let's go and grab the heavy weapons, you should use Coulson's Revenge, he would have wanted you to use it."

"You go," said Nick "I need to coordinate the defence from here, Mockingbird, go up top, take as many as you can, and get them in the aircraft, if they want a fight, we'll give them a fight."

"Yes, sir," said Mockingbird, running off to make preparations for the battle. Nick Fury and Maria Hill turned to the Helicarrier windows, to see thousands of Cyberships flying towards them.

**Wakanda (Quinjet Landing Site**

Six Cyberships landed in a circle around the Avengers. The Cybermen that had been fighting them stood back. The doors to each of the Cyberships opened. Out of them, stepped a gigantic Cyberman. He was twice the size of a normal Cyberman, and seemed to have aspects of all the Cyber Avengers on his body. In his right hand, he held Black Panther.

"You will surrender now, maker," said the Cyber Avenger "You have learned by now, that there is no stopping Ultimo, but if you do not lay down your weapons, I will kill Black Panther."

Jenny placed both her weapons on the ground and put her hands in the air. Hawkeye placed his bow on the ground on top of Jenny's guns and the rest of the Avengers did the same. Iron Man merely deactivated his suit, bringing it into a suitcase. He then put that on top of the rest of the weapons. Thor was last, placing his hammer on top of all the other weapons so that nobody else could lift them.

"You shall come with us," said Ultimo "You have lost Avengers, it is only a matter of time before your allies are defeated, and then I will possess the power of all of Earth's Mightiest Heroes and nothing shall stand in my way."

The Cybermen fell in around the Avengers, leading them into one of the ships.

"Stay together," whispered Jenny to the others, helping Black Panther, who had been injured by Ultimo at the back of the group "The Cybermen will try to separate us and convert us to Cybermen."

The Cybermen took our weapons," said Tony, looking back at the weapons "How did they lift Thor's hammer?"

"Apparently one of your theories for how to counteract the magic worked," said Jenny, bitterly "This will probably be the end for us."

"Is this not when the Doctor normally arrives?" asked Thor "'When all hope is lost and he is needed the most, the Doctor comes to save the day'."

"I hope so," said Jenny "Because right now, we need the Doctor, or we're not going to come out of this alive."


	12. Chapter 12

**SHIELD Helicarrier**

"Come on X Men, Avengers," said Cyclops "Pixie, Nightcrawler, take the SHIELD agents to the med bay, Wolverine, keep attacking, remember, their Protean implant is at the base of their neck, Avengers, War Machine, keep them off my back."

They were battling all over the Helicarrier. Cyclops had taken command of the entire group. The Fantastic Four were trying to make contact with the Cyber leader and negotiate, but Cyclops couldn't help but point out that it was a little late for negotiating. One of the CyberIron's shot its repulsors at him. He dived out of the way.

"Kitty, your powers are most effective at taking out the Protean implants, we'll distract the Cybermen, you take out as many as you can," said Cyclops, aiming his optic visor at a Cyber Thor "Rogue, copy her powers, you'll be able to go faster if there's two of you."

Kitty briefly touched Rogue's arm in preparation for the attack.

"Storm, forked lightning all around," said Cyclops. Three bolts of lightning curved from a single point above his head, not quite touching the Helicarrier as they rotated around, frying all the Cyber Avengers. Rogue and Kitty immediately ran around, pulling out the Protean implants. A few seconds after each Protean implant was removed, the Cybermen or Cyber Avenger with the implant was destroyed. They were making progress, it was small progress, but it was still progress. They knew they couldn't keep this up. The dead Cyber bodies were building up on the floor of the Helicarrier, and there still seemed to be no end to them. He hated to admit it, but they were fighting a losing battle.

Suddenly, a giant Cyber construct appeared. It floated down to the ground and punched its fist into a computer bank next to the helicarrier door.

"I have the information I need," shouted Ultimo's magnified voice "Take the heroes alive."

Over 100 Cyber Avengers landed on the Helicarrier. All of them held up their hands and blue light surrounded the X Men and reserve Avengers. The blue light enveloped them, and then everything went black.

**Cyber Flagship, Orbiting Earth**

They were now in a strange looking space ship. It was apparent it was a spaceship from the stars they could see out the viewport. In the same room as them were the reserve Avengers. As they looked around, the Fantastic Four appeared as did the X Men.

"Why are we here?" asked Reed Richards "We were trying to negotiate."

"The Cybermen don't negotiate," said Jenny "They don't have any emotions."

"Then what do they want?" asked Cyclops

"If I know Ultimo," said Iron Man "He wants to kill me, and he wants you there to do it, he wants to show you that you are powerless to do anything to stop him and his total domination of this world."

"Ultimo will not stop until he has fulfilled his purpose," said War Machine "To unmake Tony, and then to conquer the world."

"Oh, he won't stop at the Earth," said Jenny, her voice tinged with anger "He has access to the Cybermen's database now, if his directive is to conquer, he will try to conquer every planet in that database."

"And how many is that?" asked Reed, tentatively

"Billions and billions," said Jenny "Most of the known universe is known to the Cybermen."

"What can we do?" asked Reed "We can't just let them win."

"At the moment, the Doctor is the only hope we have now," said Jenny "


	13. Chapter 13

**SHIELD Helicarrier**

"Come on X Men, Avengers," said Cyclops "Pixie, Nightcrawler, take the SHIELD agents to the med bay, Wolverine, keep attacking, remember, their Protean implant is at the base of their neck, Avengers, War Machine, keep them off my back."

They were battling all over the Helicarrier. Cyclops had taken command of the entire group. The Fantastic Four were trying to make contact with the Cyber leader and negotiate, but Cyclops couldn't help but point out that it was a little late for negotiating. One of the CyberIron's shot its repulsors at him. He dived out of the way.

"Kitty, your powers are most effective at taking out the Protean implants, we'll distract the Cybermen, you take out as many as you can," said Cyclops, aiming his optic visor at a Cyber Thor "Rogue, copy her powers, you'll be able to go faster if there's two of you."

Kitty briefly touched Rogue's arm in preparation for the attack.

"Storm, forked lightning all around," said Cyclops. Three bolts of lightning curved from a single point above his head, not quite touching the Helicarrier as they rotated around, frying all the Cyber Avengers. Rogue and Kitty immediately ran around, pulling out the Protean implants. A few seconds after each Protean implant was removed, the Cybermen or Cyber Avenger with the implant was destroyed. They were making progress, it was small progress, but it was still progress. They knew they couldn't keep this up. The dead Cyber bodies were building up on the floor of the Helicarrier, and there still seemed to be no end to them. He hated to admit it, but they were fighting a losing battle.

Suddenly, a giant Cyber construct appeared. It floated down to the ground and punched its fist into a computer bank next to the helicarrier door.

"I have the information I need," shouted Ultimo's magnified voice "Take the heroes alive."

Over 100 Cyber Avengers landed on the Helicarrier. All of them held up their hands and blue light surrounded the X Men and reserve Avengers. The blue light enveloped them, and then everything went black.

**Cyber Flagship, Orbiting Earth**

They were now in a strange looking space ship. It was apparent it was a spaceship from the stars they could see out the viewport. In the same room as them were the reserve Avengers. As they looked around, the Fantastic Four appeared as did the X Men.

"Why are we here?" asked Reed Richards "We were trying to negotiate."

"The Cybermen don't negotiate," said Jenny "They don't have any emotions."

"Then what do they want?" asked Cyclops

"If I know Ultimo," said Iron Man "He wants to kill me, and he wants you there to do it, he wants to show you that you are powerless to do anything to stop him and his total domination of this world."

"Ultimo will not stop until he has fulfilled his purpose," said War Machine "To unmake Tony, and then to conquer the world."

"Oh, he won't stop at the Earth," said Jenny, her voice tinged with anger "He has access to the Cybermen's database now, if his directive is to conquer, he will try to conquer every planet in that database."

"And how many is that?" asked Reed, tentatively

"Billions and billions," said Jenny "Most of the known universe is known to the Cybermen."

"What can we do?" asked Reed "We can't just let them win."

"At the moment, the Doctor is the only hope we have now," said Jenny

The door opened. Standing in the doorway were two cybermen. "You will come with us," said one "Single file line, in the centre, any sudden moves, and you will be shot."

All of the superheroes filed out. Jenny said to Iron Man. "What now?"

"Ultimo wants to gloat," said Iron Man "And he wants all of you there to see it, then, I think he'll kill me."

"We won't let that happen," said Captain America "We will defend you to the death if we must." All the Avengers, X Men and the Fantastic Four nodded in agreement.

"Ultimo will not hesitate to kill anyone who gets in the way of him killing me," said Iron Man

The Cybermen led them into what could only be described as a throne room. On a massive throne of metal, the massive figure of Ultimo's body sat.

"Superheroes of Earth," boomed the voice, very similar to Jarvis, but with different inflections from the Cybercontroller's voice box "You have fought bravely, but the fight is over, you now have a choice, be upgraded and join my army as my Cyber Warriors, or be executed."

Before the assembled superheroes could reply, a strange, whirring noise was heard. Wind seemed to blow around the room and a faded shape started to materialise into the room. It slowly turned more blue until it was recognisable as the TARDIS.

The Doctor stepped out.

"Ah," said Ultimo "I have read the files in the Cybermen database about you, Doctor, how do you like what I've done with one of your deadliest enemies."

"This has gone far enough, Ultimo," said the Doctor "Now I will offer you a choice, leave this planet and its people in peace, relinquish your control of the Cybermen, or I will stop you."

"No you won't, Doctor," said Ultimo "Bring me the girl."

Two Cybermen grabbed Jenny's arms in vicelike grips, dragging her over to the throne.

"Let me go, let me go!" shouted Jenny, trying to get free from the Cybermen, while at the same time jiggling her leg, trying to dislodge something she had hidden there.

"Jenny?" asked the Doctor, amazed "I thought you were dead."

"A fitting assumption," said Ultimo "Stand down, Doctor, or I will kill your daughter."

The Doctor looked from Jenny to Ultimo, then back at Jenny, just as something dropped from her trouser leg. She kicked it into the air in the Doctor's direction. He caught it, attaching it to his sonic screwdriver, he pointed it at the two Cybermen holding her. Both of their arms jerked off her and they seemed to shut down where they were. At the same time, Thor's hammer came smashing through one of doors to their left, its handle wrapped around all the other weapons. As the Avengers scrambled to reclaim their weapons, the Fantastic Four and the X Men started attacking the Cybermen as the Doctor pointed his modified sonic screwdriver at Ultimo, pressing down the button.

Iron Man immediately ran to his armour, putting both his arms into the arms, he kicked it, causing the rest of the suit to assemble on him. Black Widow and Hawkeye grabbed their weapons and Jenny grabbed her repulsor pistols. They then engaged Ultimo's Cyberbody in combat. The Doctor turned his sonic to attack other Cybermen, taking many down. All of the Cybermen's Protean implants had been connected to Ultimo, and now, they had been turned off as the Doctor had blown up the Protean implant in Ultimo and severed the connection.

"I made an underestimation of you, Doctor," said Ultimo "You and your allies may be able to defeat my soldiers, but you won't be able to defeat me."

"I beg to differ," said Jenny, firing her repulsor pistols with pinpoint accuracy at Ultimo's head. Ultimo shrunk slightly and the shot went over his head.

"It is futile to continue to fight me," said Ultimo "You may have destroyed my Protean implant, but I assure you, you will not be able to defeat me, I have all the Avengers powers."

""Maybe he can't," said Iron Man "But we can." Ultimo looked behind the Doctor to see the Avengers, X Men and Fantastic Four standing there, ready for battle, all the Cybermen were in pieces around them.

"Look at them, Ultimo," said the Doctor "Earth's Mightiest Heroes united against you. Do you really want to go up against them?"

"I will destroy them, Doctor," said Ultimo "And there is nothing you can do to stop me."

"I won't," said the Doctor, "But they might have something to say about it, Avengers, attack."

The Doctor ran to the side as the Avengers, X Men and the Fantastic Four charged towards Ultimo, firing their respective powers. Even with the beating it was taking, Ultimo's body, the Cyber Avenger, was not going down. It was using the Hulk's durability to stand up to the assault, firing back with Iron Man's repulsors and Wasp's biostingers in his palms and on guns on his arms. He had grown to twice as big as the Hulk in an attempt to withstand the firepower as well as the Hulk and the Thing's powers when they engaged him.

"Your attempt to continue to fight me is admirable, but futile," said Ultimo "You can't win, even without Protean, I am still strong enough to destroy you, your daughter and all of Earth's super heroes."

Hulk jumped at him, colliding with the side of his head, knocking him to the side, where Iron Man fired his repulsors and War Machine, Jenny and the other Avengers continued to attack. The Doctor again pointed his sonic screwdriver at Ultimo, trying to lock down the AI inside him. Wasp and Ant Man attacked Ultimo as the other super heroes from the Fantastic Four and the X Men continued to fight the Cybermen and Cyber Avengers. A strange pulse came from Ultimo, throwing all the Avengers into the air.

"You wish to fight me?" said Ultimo "Very well, recall."

All the Cyber Avengers and Cybermen flew towards Ultimo, combining with his body and melding into it. Ultimo was growing, becoming much larger. The ship could barely contain him.

"We need to kill him before he gets larger," said Iron Man "If he breaches the roof, most of us will suffocate."

"What do you suggest?" asked Reed "We couldn't t take him down when he was smaller."

"Iron Man, how much memory can this backup copy hold?" asked the Doctor, suddenly getting an idea.

"Well, Jarvis can hold 8000000000 gigabytes of information, so I'd say about the same for Ultimo," said Tony "Why, what are you planning?"

"Oh, you're gonna love this," said the Doctor, grinning. He pointed his sonic screwdriver at the TARDIS. The cage over the light on the top of the TARDIS opened and it shrunk into the TARDIS. The light flashed on bright and a pure white light shot towards Ultimo, feeding into his head.

"However much information you can hold," said the Doctor "Let's see if you can hold this."

Light was pouring out of all the cracks and crevices of Ultimo's body armour as well as from the voice box and both eyes, cracks spidered out across the entire Cyber body. The light then spilled out of the body until it couldn't be seen through the light. The Doctor pointed his sonic screwdriver at the TARDIS again, and the light shut off. Where Ultimo had been, was just a pile of dust.


	14. Chapter 14

**Avengers Mansion (Exterior)**

All of Earth's Mightiest Heroes, including the Fantastic Four, Avengers and the X Men, stood outside the TARDIS, seeing the Doctor and Jenny off.

"You sure you won't stay for the party, Doctor?" asked Iron Man "You deserve to, since you pretty much saved all of us. If you hadn't arrived, we would have lost."

"Sorry, Iron Man," said the Doctor "But the last time I saw Jenny, I promised her we could go anywhere in time and space, her choice."

"Well, know that you are always welcome here," said Iron Man

"Could I ask, Doctor," said Reed "How did you destroy Ultimo, what was that light?"

"Oh," said the Doctor "That was a simple information transference beam, it was on a loop downloading the same two words into Ultimo's head billions of times."

"And what were those two words?" asked Reed

"Delete and create," said the Doctor "Those two words cancel each other out, and this being done billions of times inside Ultimo's head created a miniature paradox, which eventually destroyed him."

"You used the Cybermen's signature phrase to destroy the Cybermen?" asked Reed "That's genius."

"I know," said the Doctor "I'm going, but it won't be forever, myself and Jenny are members of the Avengers, we will come back to visit sometime, maybe help you defeat an alien invasion."

"Good luck on your travels Doctor, Jenny," said Iron Man "Earth's Mightiest Heroes wish you the best of luck."

The Doctor shut the door and a few seconds later, there was a loud, grating noise and the small, blue box faded away, taking the Doctor and Jenny away to have adventures in time and space.

**Cybership (orbiting Earth) **

"All right people, I want all of you back here in ten minutes with some information from this ship we can use," said Abigail Brand "Move out!"

The SWORD agents fanned out, searching the bodies of the dead Cybermen. Unnoticed, a single screen lit up and text started scrolling across it.

_Rebooting Ultimo server, override code 67543. Reboot code confirmed, transferring Ultimo consciousness to secondary body. _

_Upload complete. _

**_Well, that's the end of the story. Thank you to all the feedback that you have given me over the course of writing this. There will be a sequel to this story, but I have exams in a few weeks, so i'll be far too busy to update until the end of them. _**

**_If you have any suggestions for the sequel, please tell me in reviews. If there are any improvements you still think I could make to this story, please tell me in your reviews. This story was really fun to write and I will definitely come back and write a sequel at some point. _**

**_Thanks again to everyone who reviewed. _**

**_Also, please check out my new story No Ordinary Organisation, it's a crossover between No Ordinary Family and Alphas_**


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